<DOCUMENT>
<TYPE>11-K
<SEQUENCE>1
<FILENAME>y88017e11vk.txt
<DESCRIPTION>FORM 11-K
<TEXT>
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR COMMISSION
ENDED DECEMBER 31, 2002 FILE NUMBER 000-23709
-------------------- --------------------
DOUBLECLICK INC.
401(k) PLAN
(Name of Plan)
----------------------------------
DOUBLECLICK INC.
450 WEST 33RD STREET, 16TH FLOOR
NEW YORK, NEW YORK 10001
(212) 683-0001
(Name of Issuer of Securities held pursuant to Plan and
address of its principal executive office.)
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<PAGE>
DOUBLECLICK INC. 401(K) PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Auditors 1
Financial Statements:
Statements of Net Assets Available for Benefits
As of December 31, 2002 and 2001 2
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2002 3
Notes to Financial Statements 4-8
Supplemental Schedule: *
Schedule I - Schedule H - Line 4i-Schedule of Assets (Held at End of Year)
As of December 31, 2002 9
Signature 10
Exhibits
23.1 Consent of Independent Auditors 11
99.1 Certification by the Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 12
99.2 Certification by the Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 13
</TABLE>
*Other schedules required by 29 CFR 2520.103-10 of the Department of Labor Rules
and Regulations for Reporting and Disclosure under ERISA have been omitted
because they are not applicable.
<PAGE>
Report of Independent Auditors
To the Participants and Administrator of
DoubleClick Inc. 401(k) Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the DoubleClick Inc. 401(k) Plan (the "Plan") at December 31, 2002 and 2001,
and the changes in net assets available for benefits for the year ended December
31, 2002 in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility of
the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule H, line
4i-Schedule of Assets (Held at End of Year) as of December 31, 2002 is presented
for the purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
June 26, 2003
1
<PAGE>
DOUBLECLICK INC. 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>
ASSETS 2002 2001
<S> <C> <C>
Investments, at fair value:
Mutual funds $ 12,657,050 $ 12,422,064
DoubleClick Inc. common stock 3,602,261 4,900,098
Money market funds 1,923,097 1,490,842
Participant loans 166,688 133,782
------------- ------------
TOTAL INVESTMENTS 18,349,096 18,946,786
------------- ------------
Receivables:
Employer contributions 289,250 56,740
Employee contributions 108,726 142,840
------------- ------------
TOTAL RECEIVABLES 397,976 199,580
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 18,747,072 $ 19,146,366
============= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
DOUBLECLICK INC. 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2002
<TABLE>
<CAPTION>
ADDITIONS: 2002
<S> <C>
Investment income (loss):
Interest, dividends, and capital gains 137,043
Net realized and unrealized depreciation
in fair value of investments (6,314,106)
-----------
TOTAL INVESTMENT LOSS (6,177,063)
-----------
Contributions:
Employer 2,308,288
Employee 5,281,405
Rollover 725,164
-----------
TOTAL CONTRIBUTIONS 8,314,857
DEDUCTIONS:
Benefits paid to participants 2,536,588
Administrative expenses 500
-----------
TOTAL DEDUCTIONS 2,537,088
-----------
NET DECREASE $ (399,294)
Net assets available for benefits:
Beginning of year 19,146,366
-----------
End of year $18,747,072
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
DOUBLECLICK INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
1. DESCRIPTION OF THE PLAN
The following description of the DoubleClick Inc. 401(k) Plan (the "Plan")
provides only general information. Participants should refer to the
DoubleClick Inc. 401(k) Plan Summary Plan Description and Prospectus for a
more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan established January 1, 1997,
covering eligible employees of DoubleClick Inc. (the "Company"), the
Plan's sponsor. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan is administered
by the Company.
PARTICIPANT ACCOUNTS
A separate account is established and maintained for each Plan
participant. Contributions are invested in one or more investment options,
as directed by the participant. Income earned and net appreciation or
depreciation on Plan investments, for a given investment, are allocated in
proportion to the participants' account balances in that fund. On a daily
basis, a participant may elect to transfer all or a portion of his or her
account balance in a given investment to one or more of the Plan's other
investments. However, employer contributions in DoubleClick common stock
may only be transferred upon termination of employment. Transfers of
employee contributions in DoubleClick are subject to blackout periods.
CONTRIBUTIONS
Plan participants are able to contribute to the Plan up to 20% of their
pre-tax earnings. During 2002, the maximum pre-tax contribution allowed by
the Internal Revenue Code was $11,000. In addition, participants 50 years
of age and older can contribute an additional $1,000 as a "catch-up
contribution" in 2002, however, the Company does not match these "catch-up
contribution" amounts. The Company automatically contributes an amount
equal to 50% of the first 6% of a participant's contribution each pay
period in DoubleClick common stock. A "true-up" Employer match will be
made in the following year for participants who have contributed 6% or
more of their annual salary, but the Company has matched less than 50% of
the 6% due to each pay period's match limit of 50% of 6% of each
participant's contribution amount.
VESTING
Participants are fully vested in their contributions and actual earnings
thereon. For participants employed by the Company prior to January 1,
2000, contributions by the Company become one-half vested to the
participant after one year of service and fully vested after two years of
service. For participants employed by the Company after December 31, 1999,
contributions by the Company become fully vested after two years of
employment. The Plan provides that forfeitures, the unvested portion of
Company contributions for terminated participants, will serve to reduce
future Company contributions.
4
<PAGE>
DOUBLECLICK INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
PAYMENT OF BENEFITS
Upon retirement, disability, death or termination of employment,
participants' account balances are distributed to the participants in the
form of a lump-sum amount equal to the value of the accounts, or
installments over a period not to exceed the lives of the participants and
their beneficiaries. Participants are allowed to withdraw certain portions
of their vested contributions under certain circumstances, subject to
penalty.
PARTICIPANT LOANS
Participants may borrow from their accounts a minimum of $1,000 up to a
maximum of the lesser of $50,000, or 50% of their vested balances. Loan
terms range from one to five years or up to ten years for loans used to
purchase a primary residence. Loans are secured by the balances in
participants' accounts and the interest rate is determined by prime +1% at
the time of the loan. Principal and interest is paid ratably through
semi-monthly payroll deductions.
FORFEITED ACCOUNTS
At December 31, 2002 forfeited non-vested accounts totaled $ 193,726.
These accounts will be used to reduce future employer contributions. Also,
in 2002, employer contributions were reduced by $28,642 from forfeited
non-vested accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of the Plan have been prepared in accordance with
accounting principles generally accepted in the United States of America.
INVESTMENT VALUATION
The Plan's investments in mutual funds are stated at market value based on
the latest quoted net asset value per share in an active market. The
Plan's investment in DoubleClick common stock is stated at market value as
determined by the latest quoted market prices. Participant loans are
valued at cost, which approximates fair value.
USE OF ESTIMATES
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of net assets available for
benefits and disclosures at the date of the financial statements and the
reported amounts of total additions and deductions in the statement of
changes in net assets available for benefits. Actual results could differ
from those estimates.
The Plan invests in mutual funds that hold various securities including
U.S. Government securities, corporate debt instruments and corporate
stocks. Investment securities, in general, are exposed to various risks,
such as interest
5
<PAGE>
DOUBLECLICK INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
rate, credit and overall market volatility. Due to the level of risk
associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term would
materially affect participants' account balances and the amounts reported
in the statement of net assets available for benefits and the statement of
changes in net assets available for benefits.
INCOME RECOGNITION
Dividend and interest income are recorded as earned. Unrealized
appreciation or depreciation of investments is accrued.
ADMINISTRATIVE EXPENSES
The Company pays substantially all expenses, including custodian fees and
brokers commissions, incurred in the management and administration of the
Plan.
3. INVESTMENTS
As of December 31, 2002, the plan's investments were as follows:
<TABLE>
<S> <C>
DoubleClick Inc. Common Stock $ 3,602,261 *
MFS New Discovery Fund 1,378,690 *
Prudential Stable Value Fund 1,923,097 *
Oppenheimer Global Fund 1,767,884 *
Prudential Stock Index Fund 1,509,225 *
Prudential US Emerging Growth Fund 1,073,917 *
Purdential Total return Bond Fund 995,052 *
Growth Fund of America 2,113,692 *
Franklin US Government Securities 455,192
Van Kampen Comstock Fund 1,336,531 *
Euro Pacific Growth Fund 1,646,662 *
Prudential Jennison Equity Opportunity 357,567
Prudential 20/20 Focus Fund 22,638
-----------
$18,182,408
===========
</TABLE>
6
<PAGE>
DOUBLECLICK INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
As of December 31, 2001, the plan's investments were as follows:
<TABLE>
<S> <C>
Smith Barney Money Market Fund $ 1,490,842*
Dreyfus Basic GNMA Fund 130,179
Dreyfus Premier Core Value Fund 1,110,573*
Dreyfus Founders Discovery Fund 1,147,407*
Dreyfus Founders Growth Fund 1,456,542*
Dreyfus Emerging Markets Fund 608,885
Invesco Select Income Fund 109,421
Invesco Telecommunications Fund 581,049
Janus Enterprise Fund 1,241,684*
Janus Worldwide Fund 2,291,253*
Neuberger Berman Genesis Trust Fund 845,759
Citi S&P 500 Index Fund 1,612,188*
Scudder International Fund 843,389
Stein Roe Intermediate Bond Fund 300,879
Credit Suisse Global Fixed Income Fund 142,856
DoubleClick Inc. Common Stock 4,900,098*
------------
$ 18,813,004
============
</TABLE>
*Represents 5% or more of the Plan's net assets
4. NONPARTICIPANT-DIRECTED INVESTMENTS
Participants at their discretion may invest their contributions in any or
all of the twelve investment fund options offered under the Plan. However,
the Employer's contributions to the Plan are automatically invested in the
DoubleClick Inc. Common Stock Fund (the "Stock Fund"). As of December 31,
2002 and 2001, the net assets of the Stock Fund were $3,602,261 and
$4,900,098, respectively. The components of the changes in net assets
relating to the Stock Fund are as follows:
<TABLE>
<S> <C>
Year ended December 31, 2002
Changes in net assets
Net depreciation $ (2,974,862)
Contributions 2,308,963
Benefit payments (537,288)
Transfers (94,650)
--------------
Net Change $ (1,297,837)
==============
</TABLE>
7
<PAGE>
DOUBLECLICK INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
5. PLAN TERMINATION
While the Company has not expressed an interest to terminate the Plan, it
reserves the right to amend or terminate the Plan at any time, subject to
the requirements and penalties of ERISA. No such amendment shall have the
effect of diverting the whole, or any part, of the assets or income of the
Plan for purposes other than for the exclusive benefit of participants and
their beneficiaries. In the event of discontinuance and/or termination of
the Plan, participants will become 100% vested in Company contributions
and net assets of the Plan will be allocated among the participants and
their beneficiaries in accordance with the provisions of ERISA.
6. CHANGE IN TRUSTEE
The Company changed trustees from Citistreet to Prudential Financial, Inc.
(the "Trustee") in December of 2001.
7. TAX STATUS
The Internal Revenue Service determined and informed the Trustee by a
letter dated June 6, 1991, that the prototype Plan is designed in
accordance with the applicable sections of the Internal Revenue Code. The
plan has not received an individual determination letter in relation to
the adoption of the Trustee's prototype plan. However, the Plan
administrator believes that the Plan is designed and is currently being
operated in a compliance with the applicable requirements of the Internal
Revenue Code. Therefore, no provision for income taxes has been included
in the Plan's financial statements.
8. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by the Trustee
of the Plan. In addition, one of the investment options of the Plan
consists of Common Stock of the Plan sponsor, DoubleClick Inc.
Transactions with the Trustee and the Company qualify as party-in-interest
transactions.
9. CONCENTRATION OF CREDIT RISK
The Plan's exposure to a concentration of credit risk is limited by the
diversification of investments across twelve participant-directed fund
elections and the Company's common stock. Additionally, the investments
within each participant-directed fund are further diversified into varied
financial markets.
8
<PAGE>
DOUBLECLICK INC. 401(K) PLAN
SCHEDULE H - LINE 4I
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2002
SCHEDULE I
<TABLE>
<CAPTION>
Current
Identity of Issue Description of Investment Cost Value
----------------- ------------------------- ---- -----
<S> <C> <C> <C>
MFS New Discovery Fund Mutual Fund ** $ 1,378,690
*Prudential Stable Value Fund Mutual Fund ** 1,923,097
Oppenheimer Global Fund Mutual Fund ** 1,767,884
*Prudential Stock Index Fund Mutual Fund ** 1,509,225
*Prudential US Emerging Growth Fund Mutual Fund ** 1,073,917
*Prudential Total Return Bond Fund Mutual Fund ** 995,052
Growth Fund of America Mutual Fund ** 2,113,692
Franklin US Government Securities Mutual Fund ** 455,192
Van Kampen Comstock Fund Mutual Fund ** 1,336,531
Euro Pacific Growth Fund Mutual Fund ** 1,646,662
*Prudential Jennison Equity Opportunity Mutual Fund ** 357,567
*Prudential 20/20 Focus Fund Mutual Fund ** 22,638
*DoubleClick Inc. Common Stock Common Stock $6,317,272 3,602,261
-----------
Total Investments $18,182,408
===========
Participant Loans* Interest rate charged
in 2002: prime +1%
Range of Maturity: 1-5 years $ 166,688
===========
</TABLE>
* Denotes party in interest
** Cost information is not required for participant directed investments and
therefore is not included.
9
<PAGE>
SIGNATURE
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, DoubleClick
Inc., the administrator of the DoubleClick Inc. 401(k) Plan, has duly caused
this annual report to be signed on its behalf by the undersigned thereunto duly
authorized.
DOUBLECLICK INC. 401(k) PLAN
/s/ Joseph Todaro
----------------------------------
By: Joseph Todaro
Treasurer
DoubleClick Inc.
June 30, 2003
10
</TEXT>
</DOCUMENT>